Contract
CUSIP No. |
000000000 |
13G | Page | 10 |
of | 11 |
EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G
THIS AGREEMENT is entered into as of the 2nd day of March, 2010 by and between Xxxxxxx Capital
Investments Ltd., a company organized under the laws of the British Virgin Islands, The Xxxxxxx
Trust, a trust organized under the laws of the British Virgin Islands (the “Trust”), Xxxxxxxxxxx
Trust (Switzerland) Limited, a company organized under the laws of Switzerland (the “Trustee”) and
Laurent Asscher, a French citizen (“Asscher”).
WITNESSETH
WHEREAS, Xxxxxxx Capital Investments Ltd., the Trust, the Trustee and Asscher may each deemed
to hold beneficial ownership of more than five percent of the shares of the Common Stock of
Tekelec, a California corporation (the “Common Stock”);
WHEREAS, the Common Stock has been registered by Tekelec under Section 12(g) of the Securities
Exchange Act of 1934 (the “Act”);
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more than five percent of
such a class of registered equity securities is, under certain circumstances, permitted and/or
required to file with the Securities and Exchange Commission a statement on Schedule 13G; and
WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more persons are permitted
to file a statement on Schedule 13G with respect to the same securities, only one such statement
need be filed, provided such persons agree in writing that such statement is filed on behalf of
each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein, the parties hereby agree as follows:
Xxxxxxx Capital Investments Ltd., the Trust, the Trustee and Asscher each hereby agree, in
accordance with Rule 13d-1(k) under the Act, to file jointly this statement on Schedule 13G and any
amendments thereto (the “Statements”) which may now or hereafter be required to be filed by them
with respect to the Common Stock beneficially owned or deemed to be beneficially owned by each of
them pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder.
Xxxxxxx Capital Investments Ltd., the Trust, the Trustee and Asscher each hereby agree that
such Statements shall be filed jointly on behalf of each of them, and that a copy of this Agreement
shall be filed as an exhibit thereto in accordance with Rule 13d-1(k)(iii) under the Act.
This Agreement may be executed in counterparts which together shall constitute one agreement.
CUSIP No. |
000000000 |
13G | Page | 11 |
of | 11 |
IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be
signed on their behalf by their duly authorized representatives as of the date first above written.
XXXXXXX CAPITAL INVESTMENTS LTD. |
||||
By: | Pendragon Management, a Director | |||
By: | /s/ Xxxxxxxx Xxxx | |||
Print Name: | Xxxxxxxx Xxxx | |||
Title: | Authorized Signatory | |||
By: | /s/ Xxxxx Xxxxxx | |||
Print Name: | Xxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
THE XXXXXXX TRUST |
||||
By: | Xxxxxxxxxxx Trust (Switzerland) Limited, as Trustees | |||
By: | /s/ Xxxxxxxx Xxxx | |||
Print Name: | Xxxxxxxx Xxxx | |||
Title: | Authorized Signatory | |||
By: | /s/ Xxxxx Xxxxxx | |||
Print Name: | Xxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
XXXXXXXXXXX TRUST (SWITZERLAND) LIMITED |
||||
By: | /s/ Xxxxxxxx Xxxx | |||
Print Name: | Xxxxxxxx Xxxx | |||
Title: | Authorized Signatory | |||
By: | /s/ Xxxxx Xxxxxx | |||
Print Name: | Xxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
Signature: | /s/ Laurent Asscher | |||
Laurent Asscher | ||||